Between the undersigned people as members for the purpose of joint investment in Real-estate, Healthcare, Transport/Logistic services, financial services, franchise, mutual funds, private equity, stocks and any other viable and legal investments.
Mission Statement
Attaining solidarity to economically prosper the members through investment in diverse sectors of our economy. Guided by the principles on integrity, faithfulness, and responsibility.
Vision Statement
Primeridge Investment Group, LLC shall sustain its name as tremendous investment company, capable of satisfying its customers, shareholders and society at large.
Membership
- The number of people in the Group shall be limited to a minimum of 2 members.
- Acceptance of new members into the Group shall be proposed & seconded by two existing members.
- The Group reserves the right to refuse admission to any person without giving a reason.
- On Admission to the Group, a new member will sign this agreement. The new member shall pay registration fee of $500 which is nonrefundable and also acquire a minimum of 20 units at agreed market price.
- No one member can own more than 20% of the total of units of the company.
- One member equals one vote regardless of the number of units owned.
- Each member’s stake in the group shall be limited to the number of units owned.
- Members are responsible for providing up to date personal or professional information that may affect the Group to enable effective and efficient running.
- Any transfer of units ownership shall be governed by 2 and 4 above.
Meetings
- Meetings will be held regularly at an agreed location.
- The purpose of the meetings is to discuss and agree on forthcoming investment; review performance of prior investment; review accounts, and bring any other issues to the attention of the Group.
- Minutes of the group meetings shall be kept and issued promptly to members soon as practicable prior to the next meeting.
- An annual general meeting (AGM) shall be held annually and its objective is to:
- Review the year’s activities against goals and objectives.
- Elect New Executive officials if need be.
- Present the accounts.
- Review objectives and Goals and make adjustments as required.
Board office
The Board will consist of 13 members. The board matters shall be handled by the following Board officials.
- Chairman – Presides over all the meetings and events, including some for the general public. The chairman will ensure all the events run smoothly so the group maintains good image. The president may also be in charge of overseeing all other member activities and is the one to whom all the officers should report to.
- Vice Chairman – Assisting the chairman in carrying out important tasks, standing in place of the chairman when he is absent.
- Treasurer – The treasurer shall be in charge of all financial aspects, optional to make deposits directly in group accounts. The treasurer also shall prepare and provide financial statement to the group and other financial dealings including expenses. In charge of administrating the cash when the group holds a special event for the public, handles or oversees tax filing and maintains the group status.
- Secretary – In charge of keeping the membership rolls. In addition, the secretary may plan or distribute scheduling information for meeting and other activities. Taking minutes at board meetings, covering the discussion of each agenda item. Transcribing and filing the notes, and make them available when necessary.
Executive office
- CEO – The CEO shall be in charge of overseeing day to day activities. The CEO shall also manage the executive office. All the officers in executive office shall report to the CEO.
Finances
- Registration fee is required during registration of a new member, and is nonrefundable.
- The Group shall open a bank account in the group’s name.
- The Group shall appoint three signatories (Chairperson/Treasurer/Secretary).
- All payments above $500 drawn on the Group Account shall require written authorization from at least 3 members of the board.
- All checks due to the Group shall be made out in the Group’s name.
- Dividends shall be allocated to the record of each member’s stake in the amount appropriate for that member’s stake in the amount appropriate for that member’s particular holding.
- The group will only deal with the Group’s investment and for the benefit of the Group only. It will neither advice nor deal on behalf of any person/group.
- No member shall make any commitment of any nature on behalf of the Group without the authorization from a properly constituted board meeting.
Dispute Resolution
- All affairs (conduct, behavior, monetary etc.) affecting the Group shall be resolved by the board at a properly constituted meeting. The meeting must have a quorum of at least 50% plus one.
- Any disputes to the interpretation of operating agreement will be decided by the board or at AGM or if requested at a special meeting.
- This operating agreement maybe amended by a two-thirds vote of the board in a properly constituted meeting.
Addendum – (01/01/2025)
Voting simple majority
For ordinary discussions that do not involve major changes (as described in the next paragraph) 51% of the cast votes will be required. No participation capacity will be needed. Any decision made by those who vote will be valid.
Voting supermajority
Supermajority of 67% will be required to make major changes like asset sale/purchase, merger, acquisition or significant company restructuring. On this vote at least 50% of the members must have participated in the vote for validity.
Board voting and execution capacity
The board members are empowered to execute business discussions that do not exceed 15% of the company’s most recent valuation. The execution will involve the projects that have already been approved by the members. Ordinary activities that are expected like taxes and other recurring or business running needs can be voted for by the board. Members will be informed of such expenses during Profit and Loss statement presentation unless the expenses are extra ordinary which may necessitate immediate reporting to members.
Voting methodologies and voting by proxy
The issue of voting by proxy was ruled unnecessary at this state due to the availability of multiple electronic methodologies to reach members who are willing to participate in a vote wherever they are. WhatsApp was mentioned as a good method which members can access easily even while travelling.